March 10, 2008
-February 28, 2008
Securities and Exchange Commission
Attn: Nancy M. Morris
100 F. Street, NE
Washington, DC 20549-1090
RE: File number S7-06-03
I am responding to the Commissions request for comments on the proposed extension for the temporary rules, concerning the Sarbanes-Oxley section 404 and internal control over financial reporting.
I do agree with requiring an auditors attestation report and furthermore, postponing the report on ICFR for an additional year, but only one year. The auditors report would be helpful and useful for investors in providing reasonable assurance that the company is recording transactions properly, in accordance with generally accepted accounting principles and how effective the companys internal controls and procedures are. A delay in this proposed amendment would give the non-accelerated filers enough time to adjust for the costs that will be incurred and a smooth transition into the new procedures.
I do believe however, that for the mini mite companies, there should be a cap as to what constitutes a small company and those should have some type of leeway as to the costs imposed by these new amendments. I believe in this since the capital market is made up of so many small companies, in order to keep it running correctly. Although after the initial year of implementing these new regulations, the costs will go down per year as they learn how to be cost effective. The only problem I foresee is that this would give investors a reason to be unsure of a company since they are unable to keep up with the larger companies. If there is going to be a mini mite group, then they should be aware of the risks associated with the lack of ICFR, therefore, they should not be able to take money from the public. If they are unsure of there own procedures, why should an investor rely on them.
An independent auditor attestation report should be required by all companies, large or small. With no outside auditor, it is more likely there already are ICFR weaknesses which investors will never know about. Furthermore, if it is delayed for too long a period, these problems could potentially worsen and become harder to change. This will also make it easier for investors to reliably compare several companies to choose which to invest in. When the non-accelerated companies put in their reports that they are not required to have an attestation report and they dont want to comment on their ICFR it is only more confusing to the public. The company is saying they use ICFR but you cant rely on it to see how effective the controls are. It is your job to protect the public from weaknesses like this that should have been found if correct reporting is done.
I would be pleased to discuss my comments with you, if there are any further questions.
2009 Accounting Graduate
University of Wisconsin La Crosse